Attachment Assignment App

This document pretains to ITC-ASG-20141001-00274 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2014100100274_1063589

   BINGHAM

                               Russell M. Blau
                              Brett P. Ferenchak
                              jean.kiddoo@bingham.com
                              brett.ferenchak@bingham.com

                              October 1, 2014

                              Via IBFS

                              Marlene H. Dortch, Secretary
                              Federal Communications Commission
                              International Bureau Applications
                              P.O. Box 979093
                              St. Louis, MO 63197-9000

                              Re:      In the Matter of the Application of MegaPath Corporation and GC Pivotal,
                                       LLC d/b/a Global Capacity for authority pursuant to Section 214 of the
                                       Communications Act of 1934, as amended, to Complete the Assignment of
                                       Assets of Authorized International Carriers

                              Dear Ms. Dortch:

                              On behalf of MegaPath Corporation ("Assignor" or "MegaPath") and GC Pivotal, LLC
                              d/b/a Global Capacity ("Assignee" or "Global Capacity"), (together, the "Applicants"),
                              enclosed please find an otiginal of an application for approval to complete the assignment
                              of assets from MegaPath to Global Capacity.

                              Pursuant to Section 63.04(b) of the Commission's rules, Applicants submit this filing as a
                              combined domestic section 214 transfer of control application and international section
                              214 transfer of control application ("Combined Application"). Applicants are
                  Be i jing
                  Boston
                              simultaneously submitting for filing the Combined Application with the Wireline
                frankfurt     Competition Bureau, in accordance with the Commission's rules.
                Hartford
             Hong Kong
                              This filing and a valid credit card payment in the amount of$1, 130.00, which satisfies the
      lexington !GSCJ
                  London
                              filing fee required for this Application under line 2(e) of Section 1.1107 ofthe
           los A nge l es     Commission's Rules, are being submitted electronically through MyffiFS.
                Ne w York
        Orange County
                              Please direct any questions regarding this filing to the undersigned.
         Sa n Francisco
         Sa nt a Mo nita
         Si licon Valley      Respectfully submitted,
                   To k yo
           w.



Singham Mc Cutc hen U P
      2020 K Street NW
       Wa shi ngton. DC
                              Russell M. Blau
           20006·1806         Jeffrey R. Strenkowski
      +I. 20 2.)7 ) .6 000
       •t 202 373 6001
          bingham. com




                              N76449534.1


                                                Before the
                                  FEDERAL COMMUNICATIONS COMMISSION
                                           Washington, DC 20554

                                                 )
In the Matter of the Joint Application of        )
                                                 )
MegaPath Corporation,                            )
       Assignor,                                 )                      File No. ITC-ASG-2014_______
                                                 )
and                                              )                      WC Docket No. 14-_____________
                                                 )
GC Pivotal, LLC d/b/a Global Capacity,           )
       Assignee,                                 )
                                                 )
For Grant of Authority Pursuant to               )
Section 214 of the Communications Act of 1934, )
as amended, and Sections 63.04, and 63.24 of the )
Commission’s Rules to Complete the               )
Transfer of Assets of Authorized                 )
Domestic Section 214 Carriers                    )
__________________________________________)

                                                         JOINT APPLICATION

           MegaPath Corporation (“MegaPath” or “Assignor”) and GC Pivotal, LLC d/b/a Global

Capacity (“Global Capacity” or “Assignee,” and together with MegaPath, “Applicants”),

pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections

63.04 and 63.24 of the Commission’s Rules, 47 C.F.R. § 63.04 & 63.24, respectfully request

Commission approval or such authority as may be necessary or required to complete a

transaction whereby Global Capacity will acquire from MegaPath certain network assets and

non-telephone service customers.1 The Applicants seek streamlined processing of this Joint

Application pursuant to Section 63.03 of the Commission's Rules.




1
 Because Global Capacity already holds blanket domestic Section 214 authority and international 214
authority, the acquired assets will not include MegaPath’s Section 214 authorizations.


\\bosappfs1\dc$\millswd\Desktop\Project NetCo - FCC Application docx


          A.      Request for Streamlined Processing

          Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Sections 63.03 of the Commission's Rules, 47 C.F.R. §63.03. In particular, this

Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because,

immediately following the transaction, Assignees (and their Affiliates) will have a market share

in the interstate, interexchange market of less than 10 percent, and Assignees (and their

Affiliates) will provide competitive telephone exchange services or exchange access services (if

at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a

party to the transaction, and none of the Applicants (or their Affiliates) are dominant with respect

to any service.

          With respect to international authority, this Application is eligible for streamlined

processing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §63.12(a)-(b).

In particular, none of the exclusionary criteria set forth in Section 63.12(c) apply as described

more fully below. Accordingly, this Application qualifies for streamlined processing pursuant to

Section 63.12 of the Commission's rules.

          In support of this Joint Application, the Applicants respectfully submit the following

 information:

I.        DESCRIPTION OF THE APPLICANTS

          A.      MegaPath Corporation

          MegaPath Corporation ("MegaPath") is a Virginia corporation with principal offices at

6800 Koll Center Parkway, Suite 200, Pleasanton, CA 94566. MegaPath is a leading nationwide

provider of integrated voice and data communications. MegaPath offers commercial DSL, Voice

over IP ("VoiP"), T1, Ethernet, Web hosting, managed security, IP and dial-up, wireless

broadband, and bundled VoiP and data services to small medium-sized businesses, enterprise

                                                  2
N76394029.2


businesses through MegaPath's network and through Internet Service Providers, value-added

resellers, telecommunications carriers and affinity groups, as well as commercial DSL, T I,

Ethernet, and other data services to wholesale customers who provide their own services using

the MegaPath network.

          CCGI Holding Corporation ("CCGI Holding") is a Delaware corporation with offices

located at 555 Anton Blvd., Ste. 200, Costa Mesa, CA 92626. CCGI Holding is the parent

company of MegaPath. CCGI is privately held by investors, including Platinum Equity LLC

("Platinum").    Neither CCGI Holding nor Platinum offer any regulated telecommunications

services. Platinum is a privately held Delaware limited liability company with offices located at

360 North Crescent Drive, Beverly Hills, California 90210.          Platinum is a global firm

specializing in the merger, acquisition, and operation of companies that provide services and

solutions to customers in a broad range of business markets, including information technology,

telecommunications, logistics, manufacturing, and entertainment distribution.

          B.    GC Pivotal, LLC

          GC Pivotal, LLC, d/b/a Global Capacity ("Global Capacity") is a Delaware limited

liability company with principal offices located at 180 North LaSalle Street Suite 2430

Chicago, IL 60601. Global Capacity improves the efficiency and reduces the cost of buying

access networks globally. Through its One Marketplace, Global Capacity brings together

customers and suppliers in an automated platform that provides ubiquitous access network

solutions that deliver on its brand promise- Connectivity Made Simple.

          Global Capacity is a portfolio company of Pivotal Group ("Pivotal"), a leading

investment corporation headquartered in Phoenix, Arizona, that concentrates on private equity

and real estate investments. Pivotal does not offer any regulated telecommunications services.



                                                3
N76394029.2


II.        DESCRIPTION OF THE TRANSACTION

           MegaPath and Global Capacity entered into a Membership Interest Purchase Agreement

dated as of September 5, 2014 (the "Agreement") whereby Global Capacity intends to obtain

certain network assets and certain customers served by those assets from MegaPath (the

"Transaction").     The assets to be transferred consist of MegaPath's network, composed of

equipment in the company's collocation spaces (e.g., DSLAMs, routers, cable, and racks),

applications used to provide service, equipment related to the company's points of presence and

transport, wholesale and certain direct access customers and their respective contracts, and other

associated assets (the "Subject Assets"). MegaPath does not intend to transfer its certifications

and other authority to provide telecommunications services to Global Capacity; nor will it

undergo a transfer of control as a result of this Transaction.

          The Applicants emphasize that the customers being transferred are data broadband

service customers and not telephone voice service customers. As no voice service customers are

being transferred to Global Capacity as a result of the Transaction (only non-telecommunications

broadband service customers), and since Global Capacity will not be providing voice service to

any customers, the Applicants respectfully assert that the FCC's anti-slamming rules do not

apply to the customer transfer taking place as part of the Transaction. Rule 64.1100 et seq.

contemplates changes in carrier selections where telecommunications or telephone services are

provided. As the customers to be transferred do not receive telecommunications (or telephone)

services from MegaPath, nor will they receive telecommunications (or telephone) services from

Global Capacity, the FCC's requirements concerning customer verification, waivers, and

notifications do not apply.     Nonetheless, the Applicants intend to notify customers of the

assignment of their service and contracts to Global Capacity as provided in their existing service

contract, or at least 30 days prior to such transfer. In the interest of assuring seamless and

                                                  4
N 76394029.2


uninterrupted service, all of the assigned customers will continue to receive service from Global

Capacity under the same rates, terms and conditions of service as were previously provided by

MegaPath. Future changes in the rates, terms and conditions of service to the affected customers

will be undertaken pursuant to customer contracts and any applicable federal and state notice and

tariff requirements.

III.     INFORMATION REQUIRED BY SECTION 63.24(e)

         Pursuant to Section 63.24(e)(3) of the Commission's Rules, the Applicants submit the

following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this

Application:

         (a)    Name, address and telephone number of each Applicant:

         Assignor

               MegaPath Corporation                        FRN: 0003753787
               6800 Koll Center Parkway
               Suite 200, Pleasanton
               CA 94566
               Tel:   925-201-2500

         Assignee

               GC Pivotal d/b/a Global Capacity            FRN: 0019860030
               180 North LaSalle Street Suite 2430
               Chicago, IL 60601
               Tel:  312-673-2400

         (b)   Jurisdiction of Organizations:

         Assignors

               MegaPath is a Virginia corporation.

         Assignee

               Global Capacity is a Delaware limited liability company.




                                                5
N76394029 2


           (c)    (Answer to Question 10) Correspondence concerning this Application should be

sent to:

           Russell M. Blau
           Jeffrey R. Strenkowski
           Bingham McCutchen LLP
           2020 K Street, N.W.
           Washington, DC 20006-1806
           Tel: 202-373-6000
           Fax: 202-373-600 1
           russell. blau@bingham.com
           jeffrey.strenkowski@bingharn. com

           With a copy to:                                          and:

           Katherine K. Mudge                                       Jeremy M. Kissel
           Vice President - Regulatory Affairs &                    General Counsel
           Litigation                                               Global Capacity
           MegaPath                                                  180 North LaSalle Street
           1835-B Kramer Lane, Suite 100                            Suite 2430
           Austin, Texas 78758                                      Chicago, Illinois 60601
           T 512.794.6197                                           T: 312.673.2400
           F 512.794.6006                                           F: 312.673.2422
           Katherine.mudge@megapath.com                             jkissel@globalcapacity.com

           (d)    Section 214 Authorizations

           MegaPath holds blanket domestic authority to provide interstate services pursuant to 47
           C.F.R. § 63.01. MegaPath also holds global facilities-based and resale Section 214
           authority to provide international services pursuant to authority granted in File No. ITC-
           214-2002 11 26-00558.

           Global Capacity holds blanket domestic authority to provide interstate services pursuant
           to 47 C.F.R. § 63.01. Global Capacity also holds global resale and facilities-based
           Section 214 authority to provide international services pursuant to authority granted in
           File No. ITC-214-20110201-00049.




                                                   6
N76394029 2


          (h)     (Answer to Questions 11 & 12) The ownership of the Assignor and the Assignee

will not change as a result of the proposed asset transfer transaction. The following entities hold,

directly or indirectly a 10% or greater interest2 in Applicants as calculated pursuant to the

Commission ownership attribution rules for wireline and international telecommunications

carriers: 3

1)   The following entities hold a 10 percent or greater direct or indirect ownership/control of
MegaPath:

                  Name:                  MegaPath Group, Inc.
                  Address:               555 Anton Blvd., Ste. 200, Costa Mesa, CA 92626
                  Citizenship:           u.s.
                  Primary Business:      Parent Company
                  Ownership:             100% direct ownership of MegaPath

          Ownership ofMegaPath Group, Inc. ("MPGI")

                 Name:                   MegaPath Holding Corporation
                 Address:                555 Anton Blvd., Ste. 200, Costa Mesa, CA 92626
                 Citizenship:            u.s.
                 Primary Business:       Holding Company
                 Ownership:              100% deemed indirect ownership/control ofMegaPath as
                                         100% owner of MPGI

          Ownership of MegaPath Holding Corporation ("MPHC"):

                 The following entity has a 10% or greater direct interest in MPHC:

                 Name:                   CCGI Holdings, LLC
                 Address:                360 North Crescent Drive, South Building
                                         Beverly Hills, CA 9021 0
                 Citizenship:            u.s.
                 Primary Business:       Holding Company
                 Ownership:              68% deemed indirect ownership/control of MegaPath as
                                         68% owner of MPHC



2
    Unless otherwise indicated, the ownership interests provided herein represent both equity and voting
      interests.
3
    While the Commission's rules for combined domestic and international applications require this
     information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2), Applicants are
     providing ownership information for both parties.


                                                    7
N76394029.2


          Ownership of CCGI Holdings, LLC:

                  CCGI Holdings, LLC ("CCGI Holdings") is ultimately controlled by Platinum
                  Equity, LLC ("Platinum"). Three private equity funds and one investment entity,
                  all of which are ultimately controlled by Platinum and Tom Gores, hold direct
                  equity interests totaling 100% in CCGI Holdings, and therefore 68% indirectly in
                  MegaPath Corporation. The three private equity funds are: (a) Platinum Equity
                  Capital Partners II, L.P. ("PECP"); (b) Platinum Equity Capital Partners-A TI, L.P.
                  ("PECP-A"); and (c) Platinum Equity Capital Partners-PF II, L.P. ("PECP-PF");
                  and the investment entity is Platinum BJackberry Principals, LLC ("PBP") (PECP,
                  PECP-A, PECP-PF and PBP collectively, the "CCGI Holding Shareholders").
                  The names, addresses, citizenship, primary business, and owerership/control of
                  CCGI Holdings of each of the CCGI Holding Shareholders is as follows:

                  Name:                   Platinum Equity Capital Partners II, L.P. ("PECP")4
                  Address:                360 North Crescent Drive, South Building
                                          Beverly Hills, California 90210
                  Citizenship:            U.S.
                  Primary Business:       Investments
                  Ownership:              41% deemed indirect ownership/control of MegaPath as
                                          60.6% direct owner of CCGI Holdings

                  Name:                   Platinum Blackberry Principals, LLC ("PBP") 5
                  Address:                360 North Crescent Drive, South Building
                                          Beverly Hills, California 90210
                  Citizenship:            U.S.
                  Primary Business:       Investments
                  Ownership:              13.6% deemed indirect ownership/control ofMegaPath as
                                          20% direct owner of CCGI Holdings

                  Name:                   Platinum Equity Capital Partners-A II, L.P. ("PECP-A")6


4
    The limited partnership interests in PECP are held by institutional investors and Platinum Equity
      Investment Holdings IT, LLC ("PEIH"), a Delaware limited liability company. With the exception of
      PEIH, these limited partners have no control over the day-to-day business operations, activities, or
      decisions of PECP or CCGI. With the exception of PEIH, none of these limited partners ultimately
      has an ownership/controlling interest in CCGI greater than I 0%. The sole general pattner of PECP is
      Platinum Equity Pattners II, LLC ("PEP"), a Delaware limited liability company. The senior
      managing member and controlling entity of PEP is PEIH, the sole member of which is Platinum.
      PEP, PEJH and Platinum are described more fully below.
5
    The senior managing member of PBP is PEIH. The remaining membership interests in PBP are held by
       Platinum principals and other related individuals. With the exception of PEIH, these members have
       no control over the day-to-day business operations, activities, or decisions of PECP, MPHC, or
       MPGL With the exception ofPEIH, none of these members ultimately has an ownership/controlling
       interest in MPGI greater than 10%. The sole member of PEIH is Platinum. PEIH and Platinum are
       described more fully below.


                                                     8
N76394029.2


                Address:                 360 North Crescent Drive, South Building
                                         Bever} y Hills, California 9021 0
                Citizenship:             U.S.
                Primary Business:        Investments
                Ownership:               6.5% deemed indirect ownership/control in MegaPath as
                                         9.6% direct owner ofCCGI Holdings

                Name:                    Platinum Equity Capital Partners-PF II, L.P. ("PECP-PF")7
                Address:                 360 North Crescent Drive, South Building
                                         Beverly Hills, California 902 10
                Citizenship:             u.s.
                Primary Business:        Investments
                Ownership:               6.6% deemed indirect ownership/control of MegaPath as
                                         9.8% direct owner ofCCGI Holdings

          Ownership ofPECP, PECP-A and PECP-PF:

                Name:                    Platinum Equity Partners II, LLC ("PEP")
                Address:                 360 North Crescent Drive, South Building
                                         Beverly Hills, California 90210
                Citizenship:             u.s.
                Primary Business:        Private equity investments
                Ownership:               54% deemed indirect ownership/control of of MegaPath
                                         through its interests in PECP, PECP-A, and PECP-PF (as
                                         sole general partner of those entities)8

          Ownership ofPEP and PBP:

                Name:                    Platinum Equity Investment Holdings II, LLC ("PEIH")9
                Address:                 360 North Crescent Drive, South Building

6
  The sole general partner of PECP-A is PEP. The senior managing member and controlling entity of PEP
is PED-1, the sole member of w hich is Platinum. PEP, PEJH and Platinum are described more fully below.
     The limited partnership interests in PECP-PF are held by institutional investors. These limited
     partners have no control over the day-to-day business operations, activities, or decisions of PECP-PF
     or CCGI. None of these limited partners ultimately holds equity interests in MPHC greater than 10%.
     The sole general partner of PECP-PF is PEP. The sen ior managing member and controll ing entity of
     PEP is PEIH, the sole member of which is Platinum. PEP, PEJH and Platinum are described more
     fully below.
     The senior managing member and controlling entity of PEP is PEIH. The remaining membership
     interests in PEP are held by Platinum principals and other individuals. With the exception of PEIH,
     these members have no control over the day-to-day business operations, activities, or decisions of
     PEP. With the exception of PEIH, none of these members ultimately has an ownership/controlling
     interest in CCGI greater than I0%. The sole member of PEIH is Platinum. PEJH and Platinum are
     described more fully below.
9
     The sole member of PEIH is Platinum. Platinum is described more fully below.


                                                    9
N76394029 2


                                      Beverly Hills, California 90210
                Citizenship:          u.s.
                Primary Business:     Private equity investments
                Ownership:            68% deemed indirect ownership/control of MegaPath
                                      through its interests in PBP and PEP (as senior managing
                                      member and controlling entity for each)

         Ownership ofPEJH:

                Name:                 Platinum Equity, LLC ("Platinum")
                Address:              360 North Crescent Drive, South Building
                                      Beverly Hills, California 90210
                Citizenship:          u.s.
                Principal Business:   Investments
                Ownership:            68% deemed indirect ownership/control of MegaPath
                                      through 100% interest in PEIH

         Ownership of Platinum:

                Name:                 Tom Gores
                Address:              360 North Crescent Drive, South Building
                                      Beverly Hills, CA 90210
                Citizenship:          u.s.
                Principal Business:   Individual
                Ownership:            68% deemed indirect ownership/control of MegaPath
                                      through 100% interest in Platinum

         To the best of the MegaPath's knowledge, no other person or entity holds a ten percent
         (1 0%) or greater direct or indirect ownership/controlling interest in MegaPath.




         2)     The following entities hold a 10 percent or greater direct or indirect interest in

Global Capacity:

                Name:                 Pivotal Global Capacity, LLC
                Address:              3200 East Camelback Road, Suite 295, Phoenix, AZ 85018
                Citizenship:          Arizona
                Principal Business:   Holding Company
                Ownership:            I 00% direct in Global Capacity

         Ownership ofPivotal Global Capacity, LLC:



                                                10
N763940292


                 Name:                   FFN Investments, LLC
                 Address:                3200 East Camelback Road, Suite 295, Phoenix, AZ 850 I 8
                 Citizenship:            Arizona
                 Principal Business:     Management Company
                 Ownership:              I 00% indirect in Global Capacity as 100% owner of
                                         Pivotal Global Capacity, LLC

                 Ownership ofFFN Investments, LLC:

                 Name:                   Najafi 2006 Irrevocable Trust
                                         Richard Gamer, Trustee 10
                 Address:                3200 East Camelback Road, Suite 295, Phoenix, AZ 850I 8
                 Citizenship:            Arizona
                 Principal Business:     Trust
                 Ownership:              60% indirect in Global Capacity as 60% owner of FFN
                                         Investments, LLC

                 Name:                   F. Francis Najafi Family Trust
                                         F. Francis Najafi, Trustee 11
                 Address:                3200 East Camelback Road, Suite 295, Phoenix, AZ 85018
                 Citizenship:            Arizona
                 Principal Business:     Trust
                 Ownership:              40% indirect in Global Capacity as 30% direct owner of
                                         FFN Investments, LLC and 10% indirect owner ofFFN
                                         Investments, LLC through Pivotal Capital Corporation.

                 Name:                   Pivotal Capital Corporation
                 Address:                3200 East Camelback Road, Suite 295, Phoenix, AZ 85018
                 Citizenship:            Arizona
                 Principal Business:     Management Company
                 Ownership:              10% owner ofFFN Investments, LLC

                 Pivotal Capital Corporation is wholly owned by the F. Francis Najafi Family
                 Trust, the details of which are provided above.

          To the best of Global Capacity's knowledge, no other individual or entity holds a ten
          percent or greater direct or indirect ownership interest in Global Capacity.

          Global Capacity does not have any interlocking directorates with a foreign carrier.

10
  Richard Gamer is a U.S. Citizen with the same business address as the Najafi 2006 Irrevocable Trust.
His principal business is as an investment manager. The bene·ficiaries of the Najafi 2006 Irrevocable Trust
are Mr. Najafi's children, each of which is not yet entitled to receive any distributions from the Trust.
11
  F. Francis Najafi is the beneficiary of the F. Francis Najafi Family Trust. Mr. Najafi is a U.S. citizen
and also can be reached at the same business address as the F. Francis Najafi Family Trust. His principal
business also is as an investment manager.


                                                    11
A/76394029 2


           MegaPath does not have any interlocking directorates with a foreign carrier.

            (i)   (Answer to Question 14)      Assignee is not a foreign carrier.    Assignee is not

affiliated with any foreign carriers.

           (§)    (Answer to Question 15) Assignee certifies that, through its acquisition of the

assets of Assignor, Assignee does not seek to provide international telecommunications services

to any destination country where:

                  (1)    Assigneeis a foreign carrier in that country; or

                  (2)    Two or more foreign carriers (or parties that control foreign carriers) own,
                         in the aggregate more than 25 percent of Assignee and are parties to, or
                         the beneficiaries of, a contractual relation affecting the provision or
                         marketing or international basic telecommunications services in the United
                         States.

           (k)    Not applicable.   Assignee is not a foreign carrier or affiliated with a foreign

carrier.

           (D     Not applicable.

           (m)    Not applicable.   Assignee is not a foreign carrier or affiliated with a foreign

carrier.

           (n)    Assignee certifies that it has not agreed to accept special concessions directly or

indirectly from any foreign carrier with respect to any U.S. international route where the foreign

carrier possesses market power on the foreign end of the route and will not enter into such

agreements in the future.

           (0)    Applicants certify that they are not subjectto denial offederal benefits pursuant to

Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§

1.2001—1.2003.

           (p)    Applicants respectfully submit that this Application is eligible for streamlined

processing pursuant to Section 63.12(a)—(b) of the Commission‘s Rules, 47 C.F.R. §63.12(a)—b). In

                                                   12
anessi022


particular, Section 63 .12(c)(I) is inapplicable because none of the Applicants are or are affiliated

with any foreign carriers and none of the scenarios outlined in Section 63 .12(c) of the

Commission's Rules, 47 C.F.R. § 63.12(c), apply.

IV.       INFORMATION REQUIRED BY SECTION 63.04

          In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b),

Applicants submit the following information in support of their request for domestic Section 214

authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47

C.F.R. § 63.04(a)(6)-(12):

63.04(a)(6): Description of the Transaction

          A description of the proposed transaction is set forth in Section II above.

63.04(a)(7): Geographic Areas Served

          MegaPath is authorized to provide services (or provides services pursuant to

deregulation) in: Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of

Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland,

Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New

Hampshire, New Jersey, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,

Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia,

Washington, West Virginia, Wisconsin and Wyoming.

          Global Capacity is authorized to provide services (or provides services pursuant to

deregulation) in: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,

District of Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky,

Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri,

Montana, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina,



                                                   13
N76394029 2


North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South

Dakota, Texas, Utah, Vermont, Virginia, West Virginia, Wisconsin and Wyoming.

63.04(a)(8): Streamlining Categorization

          Applicants respectfully submit that this Application is eligible for streamlined processing

pursuant to Section 63.03 of the Commission's Rules, 47 C.F.R. §63.03.             In particular, this

Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because,

immediately following the transaction, (1) Applicants and their affiliates (as defined in Section

3(1) ofthe Communications Act - ("Affiliates") combined will hold less than a ten percent (10%)

share of the interstate, interexchange market; (2) Applicants and their Affiliates will provide

service only in areas served by dominant local exchange carriers (none of which is a party to the

proposed transaction) and; (3) none of the Applicants or their Affiliates are dominant with respect

to any service.

63.04(a)(9): Additional FCC Applications

          No other applications are being filed with the Commission with respect to this

transaction.

63.04(a)(10): Special Consideration Requests

          Prompt completion of the proposed transaction is critical to ensure that Applicants can

obtain the benefits described in the foregoing application. Accordingly, Applicants respectfully

request that the Commission approve this Application expeditiously in order to allow Applicants

to consummate the proposed transaction as soon as possible.

63.04(a)(ll): Waiver Requests

         No waiver requests are being filed in conjunction with the transaction.




                                                   14
N76394029.2


63.04(a)(12): Public Interest Statement

         Assignors‘ customers will continue to enjoy high quality service following the

 transaction. Global Capacity is well—qualified to replace MegaPath as the service provider for

 the affected customers and will be able to bring its experienced management and technical

 expertise to the Assignors‘ operations. Moreover, although as a technical matter their carrier

 will change once the transaction is completed, the proposed Transaction will not be confusing to

 customers because the rates, terms and conditions ofservice will not change as a result of the

 transfer. Therefore, the proposed Transaction will be transparent to customers in terms of the

 services those customers receive.

¥.       CONCLUSION

         For the foregoing reasons, the Applicants respectfully submit that grant of this Joint

Application by the Commission would serve the public interest, convenience and necessity.

                                         Respectfully submitted,




                                            By: /
                                                    UA Bs
                                               Russell M. Blau
                                               Jeffrey R. Strenkowski
                                               Bingham McCutchen LLP
                                               2020 K Street, N.W.
                                               Washington, DC 20006—1806
                                               Tel: (202) 373—6000
                                               Fax: (202) 373—6001
                                               russell.blau@bingham.com
                                               jeffrey.strenkowski@bingham.com

                                               COUNSEL FOR APPLICANTS




Dated: October 1, 2014



                                               15
aneasa0202




STATE OF ARIZONA

COUNTY OF MARICOPA


                                          VERIFICATION


       1, Richard Gamer, state that I am Secretary and Treasurer of GC Pivotal, LLC; thatI am

authorized to make this Verification on behalf of GC Pivotal, LLC; that the foregoing filing was

prepared under my direction and supervision; and that the contents are true and correct to the

best of my knowledge, information, and belief.



                                      *
                                              Richard Garner
                                      /       Secretary and Treasurer
                                              GC Pivotal, LLC


Sworn and subscribed before me this       1   day of September, 2014.




                                              Notary %blic


                      My commission expires       / 4 :Z       J 5’   1 ol &




                     JENNIFER CASEY
                   NOTARY PUBLIC —ARIZONA
                      MARICOPA GOUNTY
                     My Commission Expires
                          NMay 15, 2018


STATE OF CALIFORNIA




                                          can sn «on
COUNTY OF ALAMEDA


                                      VERIFICATION


       I, Steven B. Chisholm; state that I am the Senior Vice President, Business Development,

Legal and Regulatory of MegaPath Corporation, that I am authorized to make this Verification

on behalf of MegaPath Corporation; that the foregoing filing was prepared under my direction

and supervision; and that the contents are true and correct to the best of my knowledge,

information, and belicf.




                                                       teven   B        Chisholm
                                              Senior Vice President, Business Development,
                                                       Legal and Regulatory
                                             MegaPath Corporation


Sworn and subscribed before me this / 22 8ay of September, 2014.


                                                       C           7,          {K.. /@ éf..{m,)
                                             Nétary Public


                      My commission expires MZZ fi}20/7



                                                                                       JUC LIE m : BR
                                                                                   Commission No iA N
                                                                           &                      . 2010224
                                                                                     Nomay Pusuce,
                                                                                                                (2’
                                                                                    4 Conm Exji
                                                                                                ne Mawcie2017   J



Document Created: 2014-10-01 19:55:12
Document Modified: 2014-10-01 19:55:12

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